Constitution of the MDBA

15TH March 2017
As approved at special general meeting held at 4pm on the abovementioned at 19 Kent Way Malaga

MALAGA & DISTRICTS BUSINESS ASSOCIATION INC

RULES of the MALAGA & DISTRICTS BUSINESS ASSOCIATION INC
15th March 2017

1. Name of Association
MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc Definitions
In these rules, unless the contrary intention appears:
“annual general meeting” is the meeting convened under paragraph (b) of rule 19(1);
“Committee meeting” means a meeting referred to in rule 18;
“Committee member” means a person referred to in paragraph (a), (b), (c), (d) or (e) of rule 12(1);
“convene” means to call together for a formal meeting;
“department” means the government department with responsibility for administering the Associations Incorporation Act 2015
“financial year” means a period ending on 30th June in each year;
“general meeting” means a meeting to which all members are invited;
“member” means member of MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc
“office bearer” shall mean any or all of the following officers, namely the President, Vice-President, Secretary and Treasurer;
“ordinary resolution” means resolution other than a special resolution;
“poll” means voting conducted in written form (as opposed to a show of hands);
“special general meeting” means a general meeting other than the annual general meeting;
“special resolution” has the meaning given by section 51 of the Act, that is:
“A resolution is a special resolution if it is passed by a majority of not less than three-fourths of the members of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc who are entitled under the rules of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc to vote and vote in person or, where proxies or postal votes are allowed by the rules of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc by proxy or postal vote, at a general meeting of which notice specifying the intention to propose the resolution as a special resolution was given in accordance with those rules.
At a meeting at which a resolution proposed as a special resolution is submitted, a declaration by the person presiding that the resolution has been passed as a special resolution shall be evidence of the fact unless, during the meeting at which the resolution is submitted, a poll is demanded in accordance with the rules of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc or, if the rules do not make provision as to the manner in which a poll may be demanded, by at least 3 members of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc present in person or, where proxies are allowed, by proxy.
If a poll is held, a declaration by the person presiding as to the result of a poll is evidence of the matter so declared.
“The Act” means the Associations Incorporation Act 2015 ;
“the” MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc means the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc referred to in rule 1;
“the President” means:
(a) in relation to the proceedings at a Committee meeting or general meeting, the person presiding at the Committee meeting or general meeting in accordance with rule 14; or
(b) otherwise than in relation to the proceedings referred to in paragraph (a), the person referred to in paragraph (a) of rule 12(1) or, if that person is unable to perform his or her functions, the Vice President;
“the Commissioner” means the Commissioner for Consumer Protection exercising powers under the Act;
“the Committee” means the Committee of Management of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc referred to in Rule 12(1);
“the Secretary” means the Secretary referred to in paragraph (c) of rule 12(1);
“the Treasurer” means the Treasurer referred to in paragraph (d) of rule 12(1);
“the Vice-President” means the Vice-President referred to in paragraph (b) of rule 12(1).
2. Honorariums
An honorarium may be allowed to a member in return for services actually rendered to the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc in furtherance of the objects of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc for which the Committee has resolved to pay such honorarium. Objects of MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc
(1) The objects of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc are:
(i) To represent members on local area issues such as – security, lighting, advertising, transport, communications, infrastructure, planning, amenity, environment and business related matters.
(ii) To represent members by working to enhance business opportunities and prosperity.
(iii) To represent members at organisations, conferences and seminars.
(iv) To conduct dialogue with other business organisations, local government, government agencies and relevant bodies.
(v) To promote and foster:
A. Reciprocal trade;
B. Exchange of business knowledge between members;
C. Member business and social contacts on a regular basis;
D. To act as a representative body in matters of interest to members, in a non-political, non-sectarian manner.
(2) The property and income of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc shall be applied solely towards the promotion of the objects of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members, except in good faith in the promotion of those objects.
3. Powers of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc
The powers conferred on the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc are the same as those conferred by section 14 of the Act, so that subject to the Act and any additions, exclusions or modifications inserted below, the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc:
may do all things necessary or convenient for carrying out its objects and purposes, and in particular, may:
(c) acquire, hold, deal with, and dispose of any real or personal property;
(d) open and operate bank accounts;
(e) invest its money:
(i) in any security in which trust moneys may lawfully be invested; or
(ii) in any other manner authorised by the rules of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc ;
(f) borrow money upon such terms and conditions as the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc thinks fit;
(g) give such security for the discharge of liabilities incurred by the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc as the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc thinks fit;
(h) appoint agents to transact any business of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc on its behalf;
(i) enter into any other contract it considers necessary or desirable; and
(j) may act as trustee and accept and hold real and personal property upon trust, but does not have power to do any act or thing as a trustee that, if done otherwise than as a trustee, would contravene this Act or the rules of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc.
4. Qualifications for membership of MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc
(1) Membership of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc is open to partnerships, sole traders, bodies corporate and other entities conducting or carrying on business in the Malaga or surrounding districts.
(2) A person who wishes to become a member must apply for membership to the Committee in writing signed by that person.
(3) The Committee members must consider each application made under sub-rule (2) at a Committee meeting and must at the Committee meeting or the next Committee meeting accept or reject that application.
(4) An applicant whose application for membership of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc is rejected under sub-rule (3) must, if he or she wishes to appeal against that decision, give notice to the Secretary of his or her intention to do so within a period of 14 days from the date he or she is advised of the rejection.
5. When notice is given under sub-rule (4), the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc in a general meeting no later than the next annual general meeting, must either confirm or set aside the decision of the Committee to reject the application, after having afforded the applicant who gave that notice a reasonable opportunity to be heard by, or to make representations in writing to, the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc in the general meeting.
6. Life Membership
(5) The Committee may confer honorary life membership on any person in whose opinion the Committee considers has rendered outstanding service. No more than one such membership may be conferred in any one calendar year.
(6) Honorary life members shall retain their voting rights previously conferred upon them as ordinary members.
(7) Honorary life members will otherwise be subject to the constitution of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc.
7. Register of Members of MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc
(8) The Secretary, on behalf of the, must comply with section 53 of the Act by keeping and maintaining:
in an up to date condition a register of the members of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc and their postal or residential addresses and, upon the request of a member of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc, shall make the register available for the inspection of the member and the member may make a copy of or take an extract from the register but shall have no right to remove the register for that purpose.
(9) The register must be so kept and maintained at the Secretary’s place of residence, or at such other place as the members at a general meeting decide.
(10) The Secretary must cause the name of a person who dies or who ceases to be a member under rule 10 to be deleted from the register of members referred to in sub-rule (1).
8. Subscriptions of Members of MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc
(11) The members may from time to time at a general meeting determine the amount of the subscription to be paid by each member.
(12) Each member must pay to the Treasurer, annually on or before 1 July or such other date as the Committee from time to time determines, the amount of the subscription determined under sub-rule (1). Each member will be provided an invoice setting out the annual subscription as determined by the Committee.
(13) Subject to sub-rule (4), a member whose subscription is not paid within 3 months after the relevant date fixed by or under sub-rule (2) ceases on the expiry of that period to be a member, unless the Committee decides otherwise.
(14) A person exercises all the rights and obligations of a member for the purposes of these rules if his or her subscription is paid on or before the relevant date fixed by or under sub-rule (2) or within 3 months thereafter, or such other time as the Committee allows.
9. Termination of Membership of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc
Membership of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc may be terminated upon:
(a) receipt by the Secretary or another Committee member of a notice in writing from a member of his or her resignation from the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc . Such person remains liable to pay to the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc the amount of any subscription due and payable by that person to the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc but unpaid at the date of termination; or
(b) non-payment by a member of his or her subscription within three months of the date fixed by the Committee for subscriptions to be paid, unless the Committee decides otherwise in accordance with rule 9(3); or
(c) expulsion of a member in accordance with rule 11.
10. Suspension or Expulsion of Members of MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc
(15) If the Committee considers that a member should be suspended or expelled from membership of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc because his or her conduct is detrimental to the interests of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc , the Committee must communicate, either orally or in writing, to the member:
(a) notice of the proposed suspension or expulsion and of the time, date and place of the Committee meeting at which the question of that suspension or expulsion will be decided; and
(k) particulars of that conduct,
not less than 30 days before the date of the Committee meeting referred to in paragraph (a).
(2) At the Committee meeting referred to in a notice communicated under sub-rule (1), the Committee may, having afforded the member concerned a reasonable opportunity to be heard by, or to make representations in writing to, the Committee, suspend or expel or decline to suspend or expel that member from membership of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc and must, forthwith after deciding whether or not to suspend or expel that member, communicate that decision in writing to that member.
(3) Subject to sub-rule (5), a member has his or her membership suspended or ceased to be a member 14 days after the day on which the decision to suspend or expel a member is communicated to him or her under sub-rule (2).
(4) A member who is suspended or expelled under sub-rule (2) must, if he or she wishes to appeal against that suspension or expulsion, give notice to the Secretary of his or her intention to do so within the period of 14 days referred to in sub-rule (3).
(5) When notice is given under sub-rule (4):
(a) the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc in a general meeting, must either confirm or set aside the decision of the Committee to suspend or expel the member, after having afforded the member who gave that notice a reasonable opportunity to be heard by, or to make representations in writing to, the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc in the general meeting; and
(b) the member who gave that notice is not suspended or does not cease to be a member unless and until the decision of the Committee to suspend or expel him or her is confirmed under this sub-rule.
11. Committee of Management
(1) Subject to sub-rule 13(8), the affairs of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc will be managed exclusively by a Committee of Management consisting of:
(a) a President;
(b) a Vice-President;
(c) a Secretary;
(d) a Treasurer;
(e) not less than four nor more than ten persons all of whom must be members of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc.
12. Election of Office Bearers and Committee
(1) Office bearers for the positions referred to in Rule 12(1) (a) to (e) shall be filled by election at an annual general meeting.
(2) The following positions shall hold office for a period of two years.
President;
Vice-President;
Secretary;
Treasurer;
General members of the committee shall hold office on a 2-1 term being half shall hold a 1 year term and the other half on a 2 year term.

(3) Ordinary committee members must be elected to membership of the Committee at an annual general meeting or appointed under sub-rule (8).
(4) Subject to sub-rules (1) to (8), an office bearer or an ordinary Committee member’s term will be from his or her election at an annual general meeting until the election referred to in sub-rule (2) at the next annual general meeting after his or her election, but he or she is eligible for re-election to membership of the Committee.
(5) Except for nominees under sub-rule (7), a person is not eligible for election to a position of office bearer or to membership of the Committee unless a member has nominated him or her for election by delivering notice in writing of that nomination, signed by:
(a) the nominator; and
(b) the nominee to signify his or her willingness to stand for election,
to the Secretary not less than 7 days before the day on which the annual general meeting concerned is to be held.
(6) A person who is eligible for election or re-election under this rule may:
(a) propose himself or herself for election or re-election; and
(b) vote for himself or herself.
(7) If there is only one nomination for the position of an office bearer or if the number of persons nominated in accordance with sub-rule (4) for election to membership of the Committee does not exceed the number of vacancies in that membership to be filled:
(a) the Secretary must report accordingly to; and
(b) the President must declare those persons to be duly elected to the office for which they have nominated or to the Committee as the case may be, as members of the Committee at, the annual general meeting concerned.
(8) If vacancies remain on the Committee after the declaration under sub-rule (6), additional nominations of Committee members may be accepted from the floor of the annual general meeting. If such nominations from the floor do not exceed the number of vacancies the President must declare those persons to be duly elected as members of Committee. Where the number of nominations from the floor exceeds the remaining number of vacancies on the Committee, elections for those positions must be conducted.
i. If a vacancy remains on the Committee after the application of sub-rule (7), or when a casual vacancy within the meaning of rule 17 occurs in the membership of the Committee;
(a) the Committee may appoint a member to fill that vacancy; and
(b) a member appointed under this sub-rule will:
(i) hold office until the election referred to in sub-rule (2); and
(ii) be eligible for election to membership of the Committee,
at the next following annual general meeting.
ii. The Committee may delegate, in writing, to one to more sub-committees (consisting of such member or members of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc as the Committee thinks fit) the exercise of such functions of the Committee as are specified in the delegation other than:
(a) the power of delegation; and
(b) a function which is a duty imposed on the Committee by the Act or any other law.
iii. Any delegation under sub-rule (9) may be subject to such conditions and limitations as to the exercise of that function or as to time and circumstances as are specified in the written delegation and the Committee may continue to exercise any function delegated.
iv. The Committee may, in writing, revoke wholly or in part any delegation under sub-rule (9).
13. President and Vice-President
i. Subject to this rule, the President must chair all general meetings and Committee meetings.
ii. In the event of the absence from a general meeting of:
a. the President, the Vice President; or
both the President and the Vice-President, a member elected by the other members present at the general meeting must chair at the general meeting.
iii. In the event of the absence from the Committee meeting of:
a. the President, the Vice-President; or
both the President and the Vice-President, a Committee member elected by the other Committee members present at the Committee meeting must chair at the Committee meeting.

14. Secretary
(1) The Secretary must:
(a) co-ordinate the correspondence of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc;
(b) keep full and correct minutes of the proceedings of the Committee and of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc;
(c) comply on behalf of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc with:
(d) Schedule 3 of the Act with respect to the register of members of theMALAGA & DISTRICTS BUSINESS ASSOCIATION Inc , as referred to in rule 8;
(e) Schedule 3 of the Act by keeping and maintaining in an up to date condition the rules of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc and, upon the request of a member of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc , must make available those rules for the inspection of the member and the member may make a copy of or take an extract from the rules but will have no right to remove the rules for that purpose; and
(f) Schedule 3 of the Act by maintaining a record of:
the names and residential or postal addresses of the persons who hold the offices of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc provided for by these rules, including all offices held by the persons who constitute the Committee and persons who are authorised to use the common seal of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc under rule 25; and
(g) the names and residential or postal addresses of any persons who are appointed or act as trustees on behalf of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc ,
(h) and the Secretary must, upon the request of a member of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc , make available the record for the inspection of the member and the member may make a copy of or take an extract from the record but will have no right to remove the record for that purpose;
(i) unless the members resolve otherwise at a general meeting, have custody of all books, documents, records and registers of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc , including those referred to in paragraph (c) but other than those required by rule 16 to be kept and maintained by, or in the custody of, the Treasurer; and
(j) perform such other duties as are imposed by these rules on the Secretary.

15. Treasurer
(1) The Treasurer must:
(a) be responsible for the receipt of all moneys paid to or received by, or by him or her on behalf of, the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc and must issue receipts for those moneys in the name of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc;
(b) pay all moneys referred to in paragraph (a) into such account or accounts of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc as the Committee may from time to time direct;
(c) make payments from the funds of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc with the authority of a general meeting or of the Committee and in so doing ensure that all cheques are signed by himself or herself and at least one other authorised Committee member, or by any two others as are authorised by the Committee;
(d) comply on behalf of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc with the Act with respect to the accounting records of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc by:

(e) keeping such accounting records as correctly record and explain the financial transactions and financial position of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc
(f) keeping its accounting records in such manner as will enable true and fair accounts of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc to be prepared from time to time;
(g) keeping its accounting records in such manner as will enable true and fair accounts of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc to be conveniently and properly audited; and
(h) submitting to members at each annual general meeting of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc accounts of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc showing the financial position of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc at the end of the immediately preceding financial year.
(i) whenever directed to do so by the President, submit to the Committee a report, balance sheet or financial statement in accordance with that direction;
(j) unless the members resolve otherwise at a general meeting, have custody of all securities, books and documents of a financial nature and accounting records of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc , including those referred to in paragraphs (d) and (e); and
(k) perform such other duties as are imposed by these rules on the Treasurer.
16. Casual Vacancies in Membership of Committee
A casual vacancy occurs for an office holder or for an office of a Committee member and that office becomes vacant if an office holder or a Committee member:
(a) dies;
(b) resigns by notice in writing delivered to the President or, in the case of the President, to the Vice-President and that resignation is accepted by resolution of the Committee;
(c) is convicted of an offence under the Act;
(d) is permanently incapacitated by mental or physical ill-health;
(e) is absent from more than:
(i) 3 consecutive Committee meetings; or
(ii) 3 Committee meetings in the same financial year without tendering an apology to the person chairing at each of those Committee meetings;
of which meetings the member received notice, and the Committee has resolved to declare the office vacant;
(f) ceases to be a member of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc ; or
(g) is the subject of a resolution passed by the general meeting of members terminating his or her appointment as a Committee member.
17. Proceedings of Committee
(1) The Committee must meet together for the dispatch of business not less than 6 times in each year and the President, or at least half the members of the Committee, may at any time convene a meeting of the Committee.
(2) Each Committee member has a deliberative vote.
(3) A question arising at a Committee meeting must be decided by a majority of votes, but, if there is no majority, the person chairing at the Committee will have a casting vote in addition to his or her deliberative vote.
(l) At a Committee meeting at least half of the Committee members constitute a quorum.
(m) Subject to these rules, the procedure and order of business to be followed at a Committee meeting must be determined by the Committee members present at the Committee meeting.
(n) As required under schedule 1 of the Act, a Committee member having any direct or indirect pecuniary interest in a contract, or proposed contract, made by, or in the contemplation of, the Committee (except if that pecuniary interest exists only by virtue of the fact that the member of the Committee is a member of a class of persons for whose benefit the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc is established), must:
1. as soon as he or she becomes aware of that interest, disclose the nature and extent of his or her interest to the Committee; and
2. not take part in any deliberations or decision of the Committee with respect to that contract.
(o) Sub-rule (6) (a) does not apply with respect to a pecuniary interest that exists only by virtue of the fact that the member of the Committee is an employee of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc .
(p) The Secretary must cause every disclosure made under sub-rule (6) (a) by a member of the Committee to be recorded in the minutes of the meeting of the Committee at which it is made.

18. General Meetings

(1) The Committee:
(a) may at any time convene a special general meeting;
(b) must convene annual general meetings within the time limits provided for the holding of such meetings that is, within 4 months of the end of each financial year; and
(c) must, within 30 days of:
(i) receiving a request in writing to do so from not less than fifteen percent (15%) of the total members, convene a special general meeting for the purpose specified in that request; or
(ii) the Secretary receiving a notice under rule 11(4), convene a general meeting to deal with the appeal to which that notice relates;
(iii) must, after receiving a notice under rule 6(4), convene a general meeting, no later than the next annual general meeting, at which the appeal referred to in the notice will be dealt with. Failing that, the applicant is entitled to address the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc at that next annual general meeting in relation to the Committee’s rejection of his or her application and the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc at that meeting must confirm or set aside the decision of the Committee.
(2) The members making a request referred to in sub-rule (1)(c)(i) must:
(a) state in that request the purpose for which the special general meeting concerned is required; and
(b) sign that request.
(3) If a special general meeting is not convened within the relevant period of 30 days referred to:
(a) in sub-rule (1)(c)(i), the members who made the request concerned may themselves convene a special general meeting as if they were the Committee; or
(b) in sub-rule (1)(c)(ii), the member who gave the notice concerned may him or herself convene a special general meeting as if he or she were the Committee.
(4) When a special general meeting is convened under sub-rule (3)(a) or (b) the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc must pay the reasonable expenses of convening and holding the special general meeting.
(5) Subject to sub-rule (7), the Secretary must give to all members not less than 14 days notice of a special general meeting and that notice must specify:
(a) when and where the general meeting concerned is to be held; and
(b) particulars of the business to be transacted at the general meeting concerned and of the order in which that business is to be transacted.
(6) Subject to sub-rule (7), the Secretary must give to all members not less than 21 days notice of an annual general meeting and that notice must specify:
(a) when and where the annual general meeting is to be held;
(b) the particulars and order in which business is to be transacted, as follows:
(i) first, the consideration of the accounts and reports of the Committee;
(ii) second, the election of Committee members to replace outgoing Committee members; and
(iii) third, any other business requiring consideration by the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc at the general meeting.
(7) A special resolution may be moved either at a special general meeting or at an annual general meeting, however the Secretary must give to all members not less than 21 days notice of the meeting at which a special resolution is to be proposed. In addition to those matters specified in sub-rule (5) or (6), as relevant, the notice must also include the resolution to be proposed and the intention to propose the resolution as a special resolution.
(8) The Secretary must give a notice under sub-rule (5), (6) or (7) by:
(a) serving it on a member personally; or
(b) sending it by post to a member at the address of the member appearing in the register of members kept and maintained under rule 8.
(9) When a notice is sent by post under sub-rule (8)(b), sending of the notice will be deemed to be properly effected if the notice is sufficiently addressed and posted to the member concerned by ordinary prepaid mail.
20 Quorum and Proceedings at General Meetings
(1) At a general meeting fifteen (15) members present in person constitute a quorum.
(2) If within 30 minutes after the time specified for the holding of a general meeting in a notice given under rule 19(5) or (6):
(a) as a result of a request or notice referred to in rule 19(1)(c) or as a result of action taken under rule 19(3) a quorum is not present, the general meeting lapses; or
(b) otherwise than as a result of a request, notice or action referred to in paragraph (a), the general meeting stands adjourned to the same time on the same day in the following week and at the same venue.
(3) If within 30 minutes of the time appointed by sub-rule (2)(b) for the resumption of an adjourned general meeting a quorum is not present, the members who are present in person or by proxy may nevertheless proceed with the business of that general meeting as if a quorum were present.
(4) The President may, with the consent of a general meeting at which a quorum is present, and must, if so directed by such a general meeting, adjourn that general meeting from time to time and from place to place.
(5) There must not be transacted at an adjourned general meeting any business other than business left unfinished or on the agenda at the time when the general meeting was adjourned.
(6) When a general meeting is adjourned for a period of 30 days or more, the Secretary must give notice under rule 19 of the adjourned general meeting as if that general meeting were a fresh general meeting.
(7) At a general meeting:
(a) an ordinary resolution put to the vote will be decided by a majority of votes cast on a show of hands, subject to sub-rule (9); and
(b) a special resolution put to the vote will be decided in accordance with schedule le 1 of the Act as defined in rule 2, and, if a poll is demanded, in accordance with sub-rules (9) and (11).
(8) A declaration by the President of a general meeting that a resolution has been passed as an ordinary resolution at the meeting will be evidence of that fact unless, during the general meeting at which the resolution is submitted, a poll is demanded in accordance with sub-rule (9).
(9) At a general meeting, a poll may be demanded by the President or by three or more members present in person or by proxy and, if so demanded, must be taken in such manner as the President directs.
(10) If a poll is demanded and taken under sub-rule (9) in respect of an ordinary resolution, a declaration by the President of the result of the poll is evidence of the matter so declared.
(11) A poll demanded under sub-rule (9) must be taken immediately on that demand being made.

21 Minutes of Meetings of MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc
(1) The Secretary must cause proper minutes of all proceedings of all general meetings and Committee meetings to be taken and then to be entered within 30 days after the holding of each general meeting or Committee meeting, as the case requires, in a minute book kept for that purpose.
(2) The President must ensure that the minutes taken of a general meeting or Committee meeting under sub-rule (1) are checked and signed as correct by the President of the general meeting or Committee meeting to which those minutes relate or by the President of the next succeeding general meeting or Committee meeting, as the case requires.
(3) When minutes have been entered and signed as correct under this rule, they are, until the contrary is proved, evidence that:
(a) the general meeting or Committee meeting to which they relate (in this sub-rule called “the meeting”) was duly convened and held;
(b) all proceedings recorded as having taken place at the meeting did in fact take place at the meeting; and
(c) all appointments or elections purporting to have been made at the meeting have been validly made.
22 Voting Rights of Members of MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc
(1) Subject to these rules, each member present in person or by proxy at a general meeting is entitled to a deliberative vote.
(2) A member which is a body corporate or an unincorporated entity may appoint in writing a natural person, whether or not he or she is a member, to represent it at a particular general meeting or at all general meetings.
(3) An appointment made under sub-rule (2) must be made by proxy in a form satisfactory to the Committee.
(4) A person appointed under sub-rule (2) to represent a member is deemed for all purposes to be a member until that appointment is revoked by the body corporate or, in the case of an appointment in respect of a particular general meeting, which appointment is not so revoked, the conclusion of that general meeting.
23 Proxies of Members of MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc
A member (in this rule called “the appointing member”) may appoint in writing another member who is a natural person to be the proxy of the appointing member and to attend, and vote on behalf of the appointing member at any general meeting.

24 MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc
(1) The MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc may alter or rescind these rules, or make rules additional to these rules, in accordance with the procedure set out in schedule 1-division 1 of the Act, which is as follows:
(a) Subject to sub-rule (1)(d) and (1)(e), the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc may alter its rules by special resolution but not otherwise;
(b) within one month of the passing of a special resolution altering its rules, or such further time as the Commissioner may in a particular case allow (on written application by the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc), the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc must lodge with the Commissioner notice of the special resolution setting out particulars of the alteration together with a certificate given by a member of the Committee certifying that the resolution was duly passed as a special resolution and that the rules of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc as altered conform to the requirements of this Act;
(c) an alteration of the rules of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc does not take effect until sub-rule (1)(b) is complied with;
(d) an alteration of the rules of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc having effect to change the name of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc does not take effect until sub-rules (1)(a) to (1)(c) are complied with and the approval of the Commissioner is given to the change of name;
(e) an alteration of the rules of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc having effect to alter the objects or purposes of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc does not take effect until sub-rules (1)(a) to (1)(c) are complied with and the approval of the Commissioner is given to the alteration of the objects or purposes.
(2) These rules bind every member and the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc to the same extent as if every member and the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc had signed and sealed these rules and agreed to be bound by all their provisions.
25 Common Seal of MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc
(1) The MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc must have a common seal on which its corporate name appears in legible characters.
(2) The common seal of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc must not be used without the express authority of the Committee and every use of that common seal must be recorded in the minute book referred to in rule 21.
(3) The affixing of the common seal of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc must be witnessed by any two of the following: President, the Secretary and or the Treasurer.
(4) The common seal of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc must be kept in the custody of the Secretary or of such other person as the Committee from time to time decides.

26 Inspection
A member may at any reasonable time inspect without charge the books, documents, records and securities of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc.
27 Disputes and Mediation
(1) The grievance procedure set out in this rule applies to disputes under these rules between:
(a) a member and another member; or
(b) a member and the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc; or
(c) if the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc provides services to non-members, those non-members who receive services from the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc
(2) The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties.
(3) If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within 10 days, hold a meeting in the presence of a mediator.
(4) The mediator must be:
(a) A person chosen by agreement between the parties; or
(b) In the absence of agreement:
(i) In the case of a dispute between a member and another member, a person appointed by the Committee of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc ;
(ii) In the case of a dispute between a member or relevant non-member (as defined in sub-rule (1)(c) and the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc , a person who is a mediator appointed to, or employed with, a not for profit organisation.
(5) A member of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc can be a mediator.
(6) The mediator cannot be a member who is a party to the dispute.
(7) The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
(8) The mediator, in conducting the mediation, must:
(a) Give the parties to the mediation process every opportunity to be heard;
(b) Allow due consideration by all parties of any written statement submitted by any party; and
(c) Ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.
(9) The mediator must not determine the dispute.
(10) The mediation must be confidential and without prejudice.
(11) If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.
28 Distribution of Surplus Property on Winding up of MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc
If upon the winding up or dissolution of the MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc there remains after satisfaction of all its debts and liabilities any property whatsoever, the same must not be paid to or distributed among the members, or former members. The surplus property must be given or transferred to another MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc incorporated under the Act which has similar objects and which is not carried out for the purposes of profit or gain to its individual members, and which MALAGA & DISTRICTS BUSINESS ASSOCIATION Inc shall be determined by resolution of the members.

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